By-Law Changes EN

Article 1 – Name and Legal Status

There is hereby formed under the legal name "TYPO3 Association" a non-profit association (hereafter: the "Association") which is governed by Article 60 et seq. of the Swiss Civil Code.

Article 2 – Registered Office

The Association has its registered office in Baar (Canton of Zug), Switzerland. 
 

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Article 3 – Purpose

• The purpose of the Association is to advance and promote the TYPO3 Project, specifically focusing on providing free software under Open Source licenses. The Board shall review the permitted licenses on an annual basis.
• The Association serves the TYPO3 community, pursues strictly non-profit goals, and is independent from any political and/or religious affiliation. It supports software development and makes third-party software products available to the general public.
• To fund this ongoing development, the Association levies membership fees and collects donations for development projects.
• Furthermore, the Association may establish subsidiaries and hold shares in companies that serve the Purpose of the Association.
• The Association may execute all commercial, financial, and other activities connected to its Purpose or serving the management of the Association’s assets. Notably, it may grant loans, guarantees, and other forms of financing or security to affiliated and related entities in Switzerland or abroad.

Article 4 – Activities

To achieve its goals, the Association carries out the following primary activities:

1. Organizing events for informational and educational purposes.
2. Managing internal and external communication to disseminate knowledge and skills for being able to use of the system.
3. Fostering the sustainable, long-term development of the TYPO3 software project.
4. Securing and protecting trademark rights in the interest of the TYPO3 community.

A comma has been added.

Article 5 – Admission

New members are admitted immediately upon submitting an online application, subject to the decision of the Board.

If the Board refuses admission, the applicant may challenge the decision by submitting an appeal to the General Assembly within 30 days of receiving notification from the Board.

The Board and the General Assembly decide upon admission applications at their sole discretion. They are under no obligation to communicate the reasons for rejection.

Until now, the Executive Board has been authorised by the Annual General Meeting to process new membership applications. This process will now be taken over by the Executive Board on a permanent basis. Members whose applications have been rejected may still challenge the decision at the Annual General Meeting. Over the past 10 years, no application for membership has been rejected.

This fulfils Petition 1 submitted by Jens Krumm to the 2026 Annual General Meeting.

Article 6 – Categories and Rights of Membership

Members are entitled to display the association logo to demonstrate their membership and support for TYPO3. Any use of the logo outside this limited scope is strictly prohibited.

• a. Members:Natural persons or legal entities may join the TYPO3 Association.
• b. Honorary Members: Members who have rendered outstanding services to the TYPO3 Association or its objectives may be elected as Honorary Members for life. Honorary Members are exempt from the obligation to pay dues but otherwise hold the same status as regular members.

Unchanged.

Article 7 – Resignation and Termination

Membership terminates by voluntary resignation, expulsion by the Board, dissolution of the legal entity, or the death of the natural person.

Resignation can only take effect at the end of a membership year, subject to a notice period of two months. Resignation must be declared digitally via the member portal. All financial obligations toward the Association for the current membership year must be fully met.

We are switching all processes to ‘online’. This means that all membership-related processes will now be handled via ‘my.typo3.org’.

Article 8 – Expulsion

The Board may expel any member who violates the Articles of Association, regulations, or resolutions, or otherwise acts in a manner heavily detrimental to the interests of the TYPO3 Association.

Furthermore, a member may be expelled if they remain in arrears with their membership dues two months after the dispatch of a second written reminder that explicitly threatened expulsion. The Board must state its reasons for the expulsion.

The expelled member may appeal the Board's decision within 30 days of notification for referral to the General Assembly. The General Assembly shall issue the final and binding decision on the matter.

Over the past 10 years, 100 per cent of expulsions have been due to unpaid invoices. The process has therefore been simplified. Members no longer have the right to comment, but still have the opportunity to raise the matter at the Annual General Meeting.

Article 9 – Bodies

The bodies of the Association are:

A. The General Assembly (Generalversammlung)
B. The Board (Vereinsvorstand)
C. The Auditors (Rechnungsrevisoren)
D. The Business Control Committee (Geschäftsprüfungskommission)
E. Advisory Committees (Ausschüsse)
F. Units (Einheiten)
G. The Cooperation Panel (Kooperationspanel)
 

Two new bodies, “Units” and “Cooperation Panel”, have been established. Their role is to ensure that the association’s objective, as set out in Section 3 – “The sustainable, and in particular long-term, further development of the TYPO3 software project” – is fulfilled. The aim is to create a transparent, democratic and scalable structure.

Article 10 – Ordinary General Assembly

The General Assembly is the supreme governing body of the Association. It is convened by the Board and takes place within the first half of each calendar year. The Board shall invite members in writing (mail or email) at least 30 days before the meeting, detailing the agenda items. The notice period begins on the day following the dispatch of the invitation. The invitation is considered duly delivered if sent to the last physical or email address provided by the member. Any additions to the agenda must be announced by the chair at the start of the meeting, and the Assembly shall vote definitively on whether to accept them.

Article 11 – Extraordinary General Assembly

The Board may call an extraordinary General Assembly at any time. Furthermore, one-fifth (1/5) of the membership may demand the convention of an extraordinary meeting in writing or electronically, stating the purpose and reasons. In this case, the Board must conduct the extraordinary General Assembly within 3 months of receiving the request.

Article 12 – Motions by Members

Motions intended for the General Assembly must be submitted to the President in writing, accompanied by a statement of reasons, at least 14 days prior to the meeting.
 

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Article 13 – Powers of the General Assembly

The General Assembly has the following powers and duties:

1. Approval of the minutes of the previous General Assembly.
2. Acceptance of the Board's annual report.
3. Acceptance of the annual accounts and the reports submitted by the Auditors and the Business Control Committee.
4. Granting discharge (Décharge) to the Board, Auditors, Business Control Committee, and advisory committees.
5. Resolving appeals from rejected membership applicants.
6. Acknowledging the budget for the current year.
7. Determining the admission fees and annual membership dues for the current year.
8. Election of the 
   1. Board, 
   2. Auditors
   3. members of the Business Control Committee.
9. Handling motions submitted by 
   1. the Board
   2. Members.
10. Approving the activity program.
11. Amendments to the Articles of Association
    1. Passing resolutions on amendments to the Articles of Association 
12. Amendments to the Rules of Procedure
    1. Acknowledging modifications to the rules of procedure of the Units.
    2. Approval of amendments to the Rules of Procedure of the Cooperation Panel.
13. Appointing Honorary Members.
14. Handling complaints against executive bodies and deciding on appeals against expulsions.

The Annual General Meeting may now decide on rejected members (see Article 8).

Amendments to the rules of procedure of units and the Cooperation Panel must be noted or approved. The aim is to enable the rules of procedure to be adapted flexibly and promptly. However, there is an obligation to report on this, or an obligation to obtain approval (in the case of the Cooperation Panel).

Article 14 – Quorum, Voting Procedures, and Challenges

Every properly convened General Assembly constitutes a quorum. Unless otherwise provided by these Articles, resolutions are adopted by a simple majority of the voting members present.

Participation in the General Assembly may occur without physical presence via electronic transmission ("Internet General Assembly"). The Board determines in the invitation whether this option is available. A member's request for electronic participation must reach the Board at least 20 days before the meeting. The Board must ensure that technical facilities at the venue allow simultaneous audio and video transmission of the member's contributions. Electronic participation is valid only if the member can be unambiguously identified. Electronically cast votes must be listed separately in the minutes.

At the request of the Board, an exclusively electronic meeting ("Virtual General Assembly") may be conducted under the same conditions as the Internet General Assembly.

Ballot votes (written or electronic majority decisions on specific issues without a meeting) are also permissible. For calculating the required quorum, only valid votes cast shall be counted. Electronic voting is valid provided that the clear identification of the voter is guaranteed.

For elections to the Auditors and the Business Control Committee, an absolute majority of voting members present is required in the first round, and a relative majority suffices in the second round.

The General Assembly decides by an open vote unless it decides to hold a secret ballot. Upon a voting member's request, a secret ballot may be approved by a one-third (1/3) majority of the voting members present. In virtual or internet assemblies, the Board must ensure secret voting can occur electronically.

Any member may legally challenge resolutions that violate the law or these Articles of Association within 30 days of becoming aware of them.

Article 15 – Voting Rights, Casting Vote of the Chairperson, and Election by Drawing Lots

Each member holds one vote at the General Assembly. A member may proxy their voting right to another member via written authorization. Proxies must be issued separately for each General Assembly; no single member may represent more than 3 external votes. In the event of a tie on factual issues, the chair of the meeting (President, Vice-President, or an elected day-chair) holds the casting vote; for elections, ties are broken by drawing lots.

Article 16 – Eligibility for Election

Dual functions across the Board, Auditors, and Business Control Committee are strictly prohibited. A legal entity may have a maximum of one natural person representing it within the Board or the Business Control Committee simultaneously. Persons performing paid assignments or contracted work for the Association are barred from election into these bodies.

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Article 17 – Reporting on Rejected Applicants

The Board shall report to the General Assembly on the total number and reasons regarding rejected membership applications while strictly maintaining data privacy laws. Rejected applicants may request that their admission be reviewed during the General Assembly, which may override the Board and grant membership by resolution.

Until now, the Executive Board has been authorised by the Annual General Meeting to process new membership applications. This process will now be taken over by the Executive Board on a permanent basis. Members whose applications have been rejected may still challenge the decision at the Annual General Meeting.

This fulfils Petition 1 submitted by Jens Krumm at the 2026 Annual General Meeting.

Article 18 – Composition

The Board consists of the President, Vice-President, Secretary (Aktuar), Treasurer (Kassier), and up to five additional members, totaling at least six members elected by the General Assembly. 

The Cooperation Panel designates two delegates who participate in Board meetings with the right to speak and propose motions, but without voting rights. These delegates are not formal members of the Board and do not count toward the quorum or the maximum number of members as stipulated in Article 18.

The units are represented on the Executive Committee by two delegates. The aim is to ensure a good flow of information and that the units are always involved in decision-making.

The delegates do not have voting rights in order to avoid conflicts of interest – for example, in budget decisions.

The Executive Committee therefore consists of a minimum of 6 and a maximum of 9 people elected by the members. In addition, the two delegates are always involved, and the Executive Committee’s responsibilities have been reduced through the units and the cooperation panel.

Article 19 – Election Procedure and Term of Office

Board members are elected for a term of three years, aligned with the calendar/fiscal year. Only members of the Association are eligible for election. Re-election is permitted twice consecutively, after which a mandatory hiatus of at least one year applies. The Board shall not exceed a maximum of 9 members.

Elections are held at the General Assembly marking the end of a term. Up to three Board positions are up for election each year to ensure continuity, alongside any necessary by-elections.

Any member may nominate themselves or propose a candidate, provided that candidate has previously confirmed their candidacy. Nominations must reach the Board in writing at least six weeks before the General Assembly. The Board is elected by online voting prior to the General Assembly. Members must be granted a reasonable period of time to review the candidates before the vote takes place.

Candidate success is determined by the ranking of votes received. A candidate is elected if they receive at least 50% of the votes cast. If candidates fail to reach this majority in the first round, 

The internal assignment of specific functions (President, Vice-President, Secretary, and Treasurer) is decided by a simple majority of the Board members at a meeting before a new term.

A candidate for President must have served on the Board for at least one year; otherwise, their initial presidential term is capped at one year.

Board membership automatically terminates upon the loss of Association membership.

In the case of interim elections, the newly elected Board member shall complete the remainder of the predecessor's term. Instead of an election, the Board may choose to invite the next-highest-ranked runner-up from the previous election to fill the seat for the remainder of the term. If more than three Board members resign within a single term, a mandatory extraordinary General Assembly must be called to hold by-elections for all vacant seats.

The Board may call for a full re-election of the entire Board by a simple majority vote of its complete composition.

Online elections – as have been practised for many years – are now enshrined as the standard procedure. Furthermore, this implements the following motions from the 2026 Annual General Meeting:

Motion 3 (Jens Krumm): Clarification and completion of the election procedure in §18 of the Articles of Association

Motion 4 (Adrian Zimmermann): Proposal to amend the Articles of Association

Article 20 – Powers and Duties of the Board

The Board is responsible for managing all business of the Association not explicitly reserved for another body by law or these Articles. Its duties include:

1. Representing the TYPO3 Association externally.
2. Preparing the items and agenda for the General Assembly.
3. Executing resolutions passed by the General Assembly.
4. Appointing advisory committees or individuals without for specific assignments but without giving them decision-making powers.
5. Preparing annual financial statements.
6. Deciding on the admission and expulsion of members.
7. Making decisions on other matters of particular importance, upon the proposal of the Board
8. Governing the strategic direction of the TYPO3 Association.
9. Negotiating, preparing, and finalizing the annual budget (incorporating feedback from member surveys).
10. Defining the application process for project funding
11. Evaluating the content of project proposals
12. Monitoring approved projects
13. Admitting members
14. Appointing representatives to the supervisory boards of subsidiary companies.

The Board issues its own Rules of Procedure to govern internal task distribution and shall publish a semi-annual activity report.

Die Aufnahme von Mitgliedern ist nun eine Aufgabe des Vorstands. Ebenso ist nun definiert, dass der Vorstand auch den Aufsichtsrat für Tochtergesellschaften stellt.

Weiterhin wird damit folgende Petition aus der Hauptversammlung 2026 umgesetzt: 

Petition 5 (Matthias Hinner): Regular Publication of Board Reports and Records

Article 21 – Meetings and Minutes

Meetings are called by the President as business requires, but at least once per year prior to the end of a term (Main Meeting). Any Board member may demand a meeting, which must then be held within three weeks. The Board maintains a record of resolutions. At the request of the President or a member, summaries of verbal statements shall be recorded in the minutes.

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Article 22 – Quorum, Consensus, Casting Vote of the President and Circular Resolutions

The Board forms a quorum if at least four members are present. The President may initiate circular resolutions (via email). A circular voting phase must last at least 14 days and is immediately valid if at least two-thirds of all eligible Board members consent through an audit-proof method. The Board strives for consensus. Decisions are otherwise taken by a simple majority of members present; in the event of a tie, the President holds the casting vote. Secret votes must be carried out if requested by any member. Members have the right to record minority opinions in the minutes.

Circular resolutions have now almost become the norm, as all decisions are recorded in writing and ultimately published. Consequently, the use of circular resolutions has been simplified.

This also implements the petition from the 2026 Annual General Meeting: Petition 5 (Matthias Hinner): Regular Publication of Board Reports and Records

Article 23 – Signing Authority

Board members have the right to sign in pairs with legally binding effect. The President (or Vice-President if the President is unavailable) must sign jointly with one other member of the Board.

Article 24 – The President

The President typically chairs the General Assembly and Board meetings. They oversee the operations of the TYPO3 Association in accordance with the resolutions passed by the General Assembly and the Board.

Article 25 – The Treasurer

The Treasurer manages the accounting system and administers the assets of the TYPO3 Association. They exercise joint signing authority with the President, Vice-President, or another designated Board member.

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Article 26 – Composition and Duties

The General Assembly elects an approved fiduciary firm as the statutory accounting Auditor for a term of one year, which must be registered under the Swiss Audit Supervision Act of December 16, 2005.

Even in the absence of a legal requirement, the Association mandates the Auditor to perform a limited statutory examination (eingeschränkte Revision) pursuant to Articles 729–729c of the Swiss Code of Obligations (OR). The General Assembly may vote to waive this limited examination for the subsequent fiscal year.

The Auditor inspects the bookkeeping, provides a written report to the General Assembly, and proposes whether to grant or refuse discharge to the Treasurer and the Board.

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Article 27 – Composition and Term

The Business Control Committee (BCC) consists of 4 members elected by the General Assembly for a term of three years. Re-election is permitted twice consecutively, after which a one-year hiatus is required. 

Article 28 – Election Nomination and Procedure

The election is conducted by the General Assembly. Only members of the Association may be elected as members of the BCC. BCC membership terminates automatically upon loss of Association membership. In the case of interim elections, the newly elected BCC member shall complete the remainder of the predecessor's term. Instead of an election, the Board may choose to invite the next-highest-ranked runner-up from the previous election to fill the seat for the remainder of the term. 

Staggered annual elections apply, where one member is elected in standard years, and two members are elected in years divisible by three. By-elections are also possible.

Any member may nominate themselves or propose a candidate, provided that candidate has previously confirmed their candidacy. Nominations must reach the Board in writing at least six weeks before the General Assembly. The BCC is elected by online voting prior to the General Assembly. Members must be granted a reasonable period of time to review the candidates before the vote takes place.

Candidate success is determined by the ranking of votes received. A candidate is elected if they receive at least 50% of the votes cast. If candidates fail to reach this majority in the first round, up to two additional voting rounds are held, as detailed in the Election Rules.

The term of office is to be extended to three years, bringing it into line with that of the Executive Board. This is intended to ensure continuity. At the same time, the limit of two re-elections and the annual election also ensure renewal.

Furthermore, the election rules have been brought into line with those of the Executive Board.

Article 29 – Tasks of the Business Control Committee

The BCC operates as an independent internal oversight body. It is authorized to audit all project financing to ensure expenditure matches applications, targets are met, and projects are delivered cost-effectively. Additional tasks include:

• Ensuring compliance with official regulations and codes of conduct.
• Serving as an arbitration and complaint office for policy violations.
• Reviewing the fulfillment of information obligations toward members.
• Appointing a representative to the supervisory boards of subsidiary companies.

The BCC provides quarterly reports to the Board and an annual report to the General Assembly. It establishes its own internal Rules of Procedure.

The Public Accounts Committee will now have an expanded remit and will no longer be responsible solely for scrutinising public finances. This is intended to improve the system of checks and balances.

Article 30 – Committees

The Board may appoint advisory committees or individuals for specific tasks without granting them any decision-making authority.

Unchanged

Article 31 – Definition and Composition

Units are self-governing groups of TYPO3 contributors working collaboratively within a specific area of responsibility to add value to the TYPO3 product. Led by a coordinator and supervised by the TYPO3 Association, Units strive to implement the TYPO3 product roadmap and product strategy (which are themselves developed based on input from the Units via the Unit Cooperation Panel), as well as the strategy of the TYPO3 Association, through a consensus-oriented approach.

Article 32 – Rules of Procedure

The overarching rules of procedure for Units are drafted by the Board, and their legal and procedural compliance is audited by the Business Control Committee. The General Assembly shall be informed annually of any changes made to these rules during the year.

Introduction to units: They are responsible for product development and the associated services and infrastructure. They organise the work of the volunteers with the aim of scaling up operations.

Article 33 – Purpose and Authority

The Cooperation Panel is a standing body for collaboration across the Units. It designs the TYPO3 product roadmap in alignment with the Association and product strategies, ensuring that the Units work together as partners, support each other’s work and tackle cross-unit issues cooperatively. The Panel serves as the formal Product Owner of the TYPO3 CMS and is legally represented by its Chair.

Article 34 – Composition

The Cooperation Panel is strictly composed of:

• One standing representative from each individual TYPO3 Unit, designated by the respective Unit Coordinator.
• One representative appointed from within the Board of the TYPO3 Association.

No individual may represent more than one organization within the Cooperation Panel simultaneously.

Article 35 – Rules of Procedure

The operational rules of procedure are co-authored by the Board and the Cooperation Panel, and checked for compliance by the BCC. The General Assembly must explicitly approve any modifications made to these rules annually. If the General Assembly refuses approval, the modifications are void from the date of the resolution, and the previous version is reinstated immediately.

Introduction of the Co-operation Panel: It coordinates tasks between the units and acts as the Product Owner for the CMS.

Article 36 – Fiscal Year and Membership Year

The fiscal year corresponds to the standard calendar year.

Conversely, the membership year is calculated individually for each member, commencing on the exact day the Board approves their application.

Der Begriff “schriftlich” wurde gestrichen. 

Petition 2 (Jens Krumm): Editorial and cosmetic updates to the by-Laws

Article 37 – Association Funds

The Association obtains its funds from:

• admission fees 
• annual membership dues
• income from events
• interest
• donations
• other revenue channels.

Dues and fees are determined by the General Assembly. Approved increases take effect immediately and apply to all invoices issued after the resolution date. The Board may defer or waive dues entirely for members in exceptional circumstances. Members and third parties may at any time contribute financial resources at the free disposal of the Association to achieve the Association's purpose (in particular via fundraising or donation campaigns).

Association expenditure is determined by the annual budget. The budget specifies the funds allocated for individual legal transactions. The budget is drafted and approved by the Board, following a member survey regarding project proposals (which may take place electronically). Budget applications undergo formal review by the Treasurer.

Article 38 – Board Spending Limit

In exceptional cases, the Board may, on its own authority, approve budget overruns of up to a maximum of 5% of the total budget volume.

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Article 39 – Financial Compensation

Members of the Board, the Business Control Committee, Unit representatives, the Cooperation Panel, and temporary committees may be awarded financial compensation. Any such compensation structures must be defined within the annual budget.

Under the amendment, it is also possible for representatives of the units and the Cooperation Panel, as well as members of the appointed committees, to receive an expense allowance.

Article 40 – Exclusive Liability of Association Assets

The financial liability of the TYPO3 Association is strictly limited to its net assets. Individual members bear no personal liability beyond their mandatory admission fees and annual membership dues.

Article 41 – Forfeiture of Claims to Assets

Members who resign or are expelled forfeit all legal claims to the assets of the Association.

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Article 42 – Statutory Binding

A copy of these Articles of Association must be provided to every member. By joining, members formally accept these Articles and commit to complying with all resolutions and instructions issued by the valid bodies of the Association.

Article 43 – Amendments to the Articles

Amendments to these Articles of Association may only be decided by an ordinary or extraordinary General Assembly, requiring a two-thirds (2/3) majority of the voting members present.

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Article 44 – Written Form Requirements

Where these Articles require statements, notices, or communications to be in written form, standard text form (reproducible text without signature, such as letters, emails, or entries via the electronic member platform) suffices. A physical signature is only mandatory where explicitly stated. Communications are deemed received once they reach the Association.

Petition 2 (Jens Krumm): Editorial and cosmetic updates to the by-Laws

Article 45 – Dissolution and Asset Allocation

To dissolve the Association, a minimum of two-thirds (2/3) of all eligible voting members must be present at an extraordinary General Assembly explicitly called for this purpose. The dissolution resolution requires a three-quarters (3/4) majority of the votes cast.

If the two-thirds presence quorum is not met, a second extraordinary General Assembly must be called within 30 days. At this second meeting, the dissolution may be approved by a four-fifths (4/5) majority of the voting members present, regardless of their total number.

Unless otherwise decided by the Assembly, the President and the Treasurer shall jointly act as liquidators.

Any remaining net assets following liquidation must be transferred to a non-profit  organization, designated by the extraordinary General Assembly. The foregoing provisions shall apply accordingly if the association is dissolved for any other reason or loses its legal capacity. Mergers do not count as a liquidation or dissolution of the Association.

Article 46 – Place of Jurisdiction

The place of jurisdiction for all disputes arising from or relating to membership within the Association is at the registered office of the Association (Zug, Switzerland).

Article 47 – Effective Date

These Articles of Association were approved by the ordinary General Assembly on [DD.MM.20XX]

Unverändert.